Blue Water Acquisition Corp III-A 2025年度报告

Washington, D.C. 20549 FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission File Number 001-42692 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 15 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-Tduring the preceding 15 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ The aggregate market value of the registrant’s public units outstanding, other than units held by persons who may be deemed affiliates of the registrant, as of the last dayof the registrant’s most recently completed second fiscal quarter was $253,253,000. As of April 14, 2026, there were 25,983,000 Class A ordinary shares, par value $0.0001 and 6,325,000 Class B ordinary shares, $0.0001 par value, issued and CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This annual report, including, without limitation, statements under the heading “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaningof Section27A of the Securities Act and Section21E of the Exchange Act. These forward-looking statements can beidentified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,”“expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in eachcase, their negative or other variations or comparable terminology. There can be no assurance that actual results willnot materially differ from expectations. Such statements include, but are not limited to, any statements relating to ourability to consummate any acquisition or other business combination and any other statements that are not statementsof current or historical facts. These statements are based on management’s current expectations, but actual results maydiffer materially due to various factors, including, but not limited to: ●our ability to select an appropriate target business or businesses;●our ability to complete our initial business combination;●our expectations around the performance of the prospective target business or businesses;●our success in retaining or recruiting, or changes required in, our officers, key employees or directorsfollowing our initial business combination;●our officers and directors allocating their time to other businesses and potentially having conflicts of interestwith our business or in approving our initial business combination;●our potential ability to obtain additional financing to complete our initial business combination;●actual and potential conflicts of interest relating t